Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 22, 2020
image0a01.jpg
McKESSON CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
 
Delaware
 
1-13252
 
94-3207296
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
6555 State Hwy 161
Irving, TX 75039
(Address of Principal Executive Offices, and Zip Code)
(972) 446-4800
Registrant’s Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common stock, $0.01 par value
 
MCK
 
New York Stock Exchange
0.625% Notes due 2021
 
MCK21A
 
New York Stock Exchange
1.500% Notes due 2025
 
MCK25
 
New York Stock Exchange
1.625% Notes due 2026
 
MCK26
 
New York Stock Exchange
3.125% Notes due 2029
 
MCK29
 
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 2.02     Results of Operations and Financial Condition.

McKesson Corporation (“McKesson,” the “Company,” “we,” “our,” and other similar pronouns) is furnishing to investors supplemental historical financial information by new reportable segment for the fiscal quarters ended June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, and June 30, 2020, and for the fiscal years ended March 31, 2020 and 2019.

As previously described in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020, we changed our organizational structure effective on July 1, 2020, to reflect our continued focus on delivering new and innovative solutions to respond to the evolving needs of the healthcare industry, customers, and patients. Upon the completion of this change, our operating structure was realigned, and we will report our financial results in four reportable segments on a retrospective basis commencing in the second quarter of fiscal 2021 as follows: U.S. Pharmaceutical, International, Medical-Surgical Solutions, and Prescription Technology Solutions ("RxTS"). The segment changes reflect how our chief operating decision maker allocates resources and assesses performance commencing in the second quarter of fiscal 2021. The segment changes did not impact the previously issued consolidated financial statements nor earnings per common share of McKesson for historical periods.

Through the fiscal year ended March 31, 2020, the business operations in Other included our equity ownership interest in a joint venture, Change Healthcare LLC ("Change Healthcare JV"), which was accounted for using the equity investment method of accounting. We completed the separation from our investment in Change Healthcare JV during the fourth quarter of fiscal 2020 and therefore the financial results for Change Healthcare JV will be included in Other for retrospective periods presented.

Additional information regarding our new reportable segments is as follows:

Our U.S. Pharmaceutical segment distributes branded, generic, specialty, biosimilar, and over-the-counter pharmaceutical drugs and other healthcare-related products. This segment also provides practice management, technology, clinical support, and business solutions to community-based oncology and other specialty practices. In addition, the segment sells financial, operational, and clinical solutions to pharmacies (retail, hospital, alternate site) and provides consulting, outsourcing, technological, and other services.

Our International segment includes our operations in Europe and Canada, bringing together non-U.S.-based drug distribution services, specialty pharmacy, retail, and infusion care services. Our operations in Europe provide distribution and services to wholesale, institutional, and retail customers in 13 European countries where we own, partner, or franchise with retail pharmacies and operate through two businesses: Pharmaceutical Distribution and Retail Pharmacy. Our operations in Canada provide better care by delivering vital medicines, supplies, and information technology services throughout Canada and operates Rexall Health retail pharmacies.

Our Medical-Surgical Solutions segment provides medical-surgical supply distribution, logistics, and other services to healthcare providers, including physician offices, surgery centers, nursing homes, hospital reference labs, and home health care agencies. We offer more than 275,000 national brand medical-surgical products as well as McKesson’s own line of high-quality products through a network of distribution centers within the United States.

Our RxTS segment brings together CoverMyMeds, RelayHealth, RxCrossroads, and High Volume Solutions to serve our biopharma and life sciences partners and patients. Together, we work across the healthcare delivery system to connect pharmacies, providers, payers, and biopharma for next-generation patient access and adherence solutions that help people get the medicine they need to live healthier lives.
  
The Company is furnishing supplemental historical segment financial information, which conforms to the new reportable segment structure, in the exhibit included as Exhibit 99.1. The Company believes the presentation of its historical segment financial information by new reportable segment provides useful supplemental information for investors to better understand the impact of segment changes.




Item 9.01     Financial Statements and Exhibits.
(d) Exhibits.
 
 
 
 
Exhibit No.
  
Description
 
 
99.1

  
104

 
Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 22, 2020
 
 
 
 
McKesson Corporation
 
 
 
By:
/s/ Britt J. Vitalone
 
 
Britt J. Vitalone
 
 
Executive Vice President and
 
 
Chief Financial Officer




Exhibit 99.1

SUPPLEMENTAL HISTORICAL SEGMENT FINANCIAL INFORMATION

McKesson Corporation (the "Company," "we," or "our") is furnishing to investors supplemental historical financial information by new reportable segment for our quarterly results of fiscal 2020 and first quarter of fiscal 2021 as well as annual results for fiscal 2020 and 2019. We believe the presentation of our historical segment financial information by new reportable segment provides useful supplemental information to investors to better understand the impact of segment changes.

We reassessed our reportable segments following a change in our organizational structure to reflect our continued focus on delivering new and innovative solutions to respond to the evolving needs of the healthcare industry, customers, and patients. In connection with the completion of this change, our operating structure was realigned, and commencing in the second quarter of fiscal 2021, we will report our financial results in four reportable segments on a retrospective basis as follows: U.S. Pharmaceutical, International, Medical-Surgical Solutions, and Prescription Technology Solutions. Our equity method investment in Change Healthcare LLC, which was split-off from McKesson in the fourth quarter of 2020, will be included in Other for retrospective periods presented. The segment changes reflect how our chief operating decision maker allocates resources and assesses performance commencing in the second quarter of fiscal 2021. The segment changes did not impact the previously issued consolidated financial statements nor earnings per common share of McKesson for historical periods.

Exhibit I provides a reconciliation of the Company’s previously reported GAAP segment financial results to Non-GAAP financial results supplemental to our quarterly results of fiscal 2020 and first quarter of fiscal 2021 as well as annual results for fiscal 2020 and 2019.

1 of 2

SUPPLEMENTAL NON-GAAP FINANCIAL INFORMATION

In an effort to provide investors with additional information regarding the Company's financial results as determined by generally accepted accounting principles ("GAAP"), McKesson Corporation (the "Company" or "we") also presents the following Non-GAAP financial measures in this press release.

•
Adjusted Segment Operating Profit (Non-GAAP) and Adjusted Segment Operating Profit Margin (Non-GAAP): We define Adjusted Segment Operating Profit as GAAP segment operating profit, excluding amortization of acquisition-related intangibles, transaction-related expenses and adjustments, LIFO inventory-related adjustments, gains from antitrust legal settlements, restructuring, impairment, and related charges, and other adjustments. We define Adjusted Segment Operating Profit Margin as Adjusted Segment Operating Profit (Non-GAAP) divided by GAAP segment revenues.

•
Adjusted Corporate Expenses (Non-GAAP): We define Adjusted Corporate Expenses as GAAP corporate expenses, net, excluding transaction-related expenses and adjustments, restructuring, impairment, and related charges, and other adjustments.

•
Adjusted Operating Profit (Non-GAAP): We define Adjusted Operating Profit as GAAP income from continuing operations before interest expense and income taxes, excluding amortization of acquisition-related intangibles, transaction-related expenses and adjustments, LIFO inventory-related adjustments, gains from antitrust legal settlements, restructuring, impairment, and related charges, and other adjustments.

The following provides further details regarding the adjustments made to our GAAP financial results to arrive at our Non-GAAP financial measures as defined above:

Amortization of acquisition-related intangibles - Amortization expenses of intangible assets directly related to business combinations and the formation of joint ventures.

Transaction-related expenses and adjustments - Transaction, integration and other expenses that are directly related to business combinations, the formation of joint ventures, divestitures and other transaction-related costs including initial public offering costs. Examples include transaction closing costs, professional service fees, legal fees, severance charges, retention payments and employee relocation expenses, facility or other exit-related expenses, certain fair value adjustments including deferred revenues, contingent consideration and inventory, recoveries of acquisition-related expenses or post-closing expenses, bridge loan fees, and gains or losses on business combinations and divestitures of businesses that do not qualify as discontinued operations.

LIFO inventory-related adjustments - LIFO inventory-related non-cash expense or credit adjustments.

Gains from antitrust legal settlements - Net cash proceeds representing the Company’s share of antitrust lawsuit settlements.

Restructuring, impairment, and related charges - Restructuring charges that are incurred for programs in which we change our operations, the scope of a business undertaken by our business units, or the manner in which that business is conducted as well as long-lived asset impairments. Such charges may include employee severance, retention bonuses, facility closure or consolidation costs, lease or contract termination costs, asset impairments, accelerated depreciation and amortization, and other related expenses. The restructuring programs may be implemented due to the sale or discontinuation of a product line, reorganization or management structure changes, headcount rationalization, realignment of operations or products, integration of acquired businesses, and/or company-wide cost saving initiatives. The amount and/or frequency of these restructuring charges are not part of our underlying business, which include normal levels of reinvestment in the business. Any credit adjustments due to subsequent changes in estimates are also excluded from adjusted results.

Other adjustments - The Company evaluates the nature and significance of transactions qualitatively and quantitatively on an individual basis and may include them in the determination of our adjusted results from time to time. While not all-inclusive, other adjustments may include: adjustments to claim and litigation reserves for estimated probable losses and settlements; other asset impairments; gains or losses from debt extinguishment; and other similar substantive and/or infrequent items as deemed appropriate.

The Company believes the presentation of Non-GAAP financial measures provides useful supplemental information to investors with regard to its operating performance, as well as assists with the comparison of its past financial performance to the Company’s future financial results. Moreover, the Company believes that the presentation of Non-GAAP financial measures assists investors’ ability to compare its financial results to those of other companies in the same industry. However, Non-GAAP financial measures used in the press tables may be defined and calculated differently by other companies in the same industry.


2 of 2


SUPPLEMENTAL NON-GAAP FINANCIAL INFORMATION (continued)

The Company internally uses both GAAP and Non-GAAP financial measures in connection with its own financial planning and reporting processes. Management utilizes Non-GAAP financial measures when allocating resources, deploying capital, as well as assessing business performance, and determining employee incentive compensation. Nonetheless, Non-GAAP financial measures disclosed by the Company should not be considered a substitute for, nor superior to, financial results and measures as determined or calculated in accordance with GAAP.


Exhibit I
1 of 2


McKESSON CORPORATION
RECONCILIATION OF GAAP SEGMENT OPERATING RESULTS TO ADJUSTED RESULTS (NON-GAAP) SUPPLEMENTAL
FOR FISCAL QUARTERS OF 2020 AND FIRST FISCAL QUARTER OF 2021
(unaudited)
(in millions)
 
FISCAL 2020
 
FISCAL 2021
 
Quarter Ended June 30, 2019
 
Quarter Ended September 30, 2019
 
Quarter Ended December 31, 2019
 
Quarter Ended March 31, 2020
 
Quarter Ended June 30, 2020
 
As reported (GAAP)
 
Adjustments
 
As adjusted (Non-GAAP)
 
As reported (GAAP)
 
Adjustments
 
As adjusted (Non-GAAP)
 
As reported (GAAP)
 
Adjustments
 
As adjusted (Non-GAAP)
 
As reported (GAAP)
 
Adjustments
 
As adjusted (Non-GAAP)
 
As reported (GAAP)
 
Adjustments
 
As adjusted (Non-GAAP)
REVENUES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Pharmaceutical
$
43,789

 
$
—

 
$
43,789

 
$
45,613

 
$
—

 
$
45,613

 
$
46,453

 
$
—

 
$
46,453

 
$
45,845

 
$
—

 
$
45,845

 
$
44,670

 
$
—

 
$
44,670

International
9,407

 
—

 
9,407

 
9,321

 
—

 
9,321

 
9,864

 
—

 
9,864

 
9,749

 
—

 
9,749

 
8,552

 
—

 
8,552

Medical-Surgical Solutions
1,903

 
—

 
1,903

 
2,056

 
—

 
2,056

 
2,141

 
—

 
2,141

 
2,205

 
—

 
2,205

 
1,801

 
—

 
1,801

Prescription Technology Solutions
629

 
—

 
629

 
626

 
—

 
626

 
714

 
—

 
714

 
736

 
—

 
736

 
656

 
—

 
656

Revenues
$
55,728

 
$
—

 
$
55,728

 
$
57,616

 
$
—

 
$
57,616

 
$
59,172

 
$
—

 
$
59,172

 
$
58,535

 
$
—

 
$
58,535

 
$
55,679

 
$
—

 
$
55,679

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATING PROFIT (LOSS)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Pharmaceutical
$
576

 
$
14

 
$
590

 
$
641

 
$
(3
)
 
$
638

 
$
677

 
$
(34
)
 
$
643

 
$
851

 
$
(94
)
 
$
757

 
$
613

 
$
(23
)
 
$
590

International
31

 
51

 
82

 
30

 
67

 
97

 
(290
)
 
435

 
145

 
68

 
69

 
137

 
3

 
70

 
73

Medical-Surgical Solutions
125

 
34

 
159

 
129

 
37

 
166

 
124

 
60

 
184

 
121

 
49

 
170

 
89

 
35

 
124

Prescription Technology Solutions
100

 
18

 
118

 
98

 
17

 
115

 
82

 
21

 
103

 
116

 
16

 
132

 
68

 
18

 
86

Other (a)
4

 
104

 
108

 
(1,454
)
 
1,493

 
39

 
(33
)
 
84

 
51

 
370

 
(315
)
 
55

 
—

 
—

 
—

Subtotal
836

 
221

 
1,057

 
(556
)
 
1,611

 
1,055

 
560

 
566

 
1,126

 
1,526

 
(275
)
 
1,251

 
773

 
100

 
873

Corporate expenses, net
(161
)
 
37

 
(124
)
 
(350
)
 
218

 
(132
)
 
(202
)
 
34

 
(168
)
 
(260
)
 
44

 
(216
)
 
(68
)
 
(98
)
 
(166
)
Income (loss) from continuing operations before interest expense and income taxes
$
675

 
$
258

 
$
933

 
$
(906
)
 
$
1,829

 
$
923

 
$
358

 
$
600

 
$
958

 
$
1,266

 
$
(231
)
 
$
1,035

 
$
705

 
$
2

 
$
707

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATING PROFIT (LOSS) AS A % OF REVENUES
U.S. Pharmaceutical
1.32
%
 
 
 
1.35
%
 
1.41
%
 
 
 
1.40
%
 
1.46
 %
 
 
 
1.38
%
 
1.86
%
 
 
 
1.65
%
 
1.37
%
 
 
 
1.32
%
International
0.33

 
 
 
0.87

 
0.32

 
 
 
1.04

 
(2.94
)
 
 
 
1.47

 
0.70

 
 
 
1.41

 
0.04

 
 
 
0.85

Medical-Surgical Solutions
6.57

 
 
 
8.36

 
6.27

 
 
 
8.07

 
5.79

 
 
 
8.59

 
5.49

 
 
 
7.71

 
4.94

 
 
 
6.89

Prescription Technology Solutions
15.90

 
 
 
18.76

 
15.65

 
 
 
18.37

 
11.48

 
 
 
14.43

 
15.76

 
 
 
17.93

 
10.37

 
 
 
13.11


(a)
Operating profit (loss) for Other primarily includes equity earnings and charges from our investment in Change Healthcare LLC ("Change Healthcare JV"). Additional items included within operating profit (loss) for Other include immaterial expenses in the third quarter of fiscal 2020 related to our separation from Change Healthcare JV, which were treated as GAAP only. We completed the separation from our investment in Change Healthcare JV in the fourth quarter of fiscal 2020.




Exhibit I
2 of 2

McKESSON CORPORATION
RECONCILIATION OF GAAP SEGMENT OPERATING RESULTS TO ADJUSTED RESULTS (NON-GAAP) SUPPLEMENTAL
FOR FISCAL 2020 and 2019
(unaudited)
(in millions)
 
Year Ended March 31, 2020
 
Year Ended March 31, 2019
 
As reported (GAAP)
 
Adjustments
 
As adjusted (Non-GAAP)
 
As reported (GAAP)
 
Adjustments
 
As adjusted (Non-GAAP)
REVENUES
 
 
 
 
 
 
 
 
 
 
 
U.S. Pharmaceutical
$
181,700

 
$
—

 
$
181,700

 
$
166,189

 
$
—

 
$
166,189

International
38,341

 
—

 
38,341

 
38,023

 
—

 
38,023

Medical-Surgical Solutions
8,305

 
—

 
8,305

 
7,618

 
—

 
7,618

Prescription Technology Solutions
2,705

 
—

 
2,705

 
2,489

 
—

 
2,489

Revenues
$
231,051

 
$
—

 
$
231,051

 
$
214,319

 
$
—

 
$
214,319

 
 
 
 
 
 
 
 
 
 
 
 
OPERATING PROFIT (LOSS)
 
 
 
 
 
 
 
 
 
 
U.S. Pharmaceutical
$
2,745

 
$
(117
)
 
$
2,628

 
$
2,710

 
$
(233
)
 
$
2,477

International
(161
)
 
622

 
461

 
(1,903
)
 
2,345

 
442

Medical-Surgical Solutions
499

 
180

 
679

 
455

 
150

 
605

Prescription Technology Solutions
396

 
72

 
468

 
355

 
74

 
429

Other (a)
(1,113
)
 
1,366

 
253

 
(104
)
 
436

 
332

Subtotal
2,366

 
2,123

 
4,489

 
1,513

 
2,772

 
4,285

Corporate expenses, net
(973
)
 
333

 
(640
)
 
(639
)
 
138

 
(501
)
Income from continuing operations before interest expense and income taxes
$
1,393

 
$
2,456

 
$
3,849

 
$
874

 
$
2,910

 
$
3,784

 
 
 
 
 
 
 
 
 
 
 
 
OPERATING PROFIT (LOSS) AS A % OF REVENUES
 
 
 
 
U.S. Pharmaceutical
1.51
 %
 
 
 
1.45
%
 
1.63
 %
 


 
1.49
%
International
(0.42
)
 
 
 
1.20

 
(5.00
)
 


 
1.16

Medical-Surgical Solutions
6.01

 
 
 
8.18

 
5.97

 


 
7.94

Prescription Technology Solutions
14.64

 
 
 
17.30

 
14.26

 


 
17.24


(a)
Operating profit (loss) for Other includes equity earnings and charges from our investment in Change Healthcare JV. Additional items included within operating profit (loss) for Other include a credit of $90 million in fiscal 2019 resulting from the derecognition of a tax receivable agreement liability payable to the shareholders of Change Healthcare, Inc. and immaterial expenses in the third quarter of fiscal 2020 related to our separation from Change Healthcare JV, which were treated as GAAP only. We completed the separation from our investment in Change Healthcare JV in the fourth quarter of fiscal 2020.